Earnout Shares definition

Earnout Shares has the meaning set forth in Section 3.6(a).

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Earnout Shares has the meaning set forth in Section 2.10(a).

Earnout Shares shall have the meaning given in the Recitals hereto.

Examples of Earnout Shares in a sentence

• Earnout Shares may be paid to the Company Shareholders as contingent post-closing earnout consideration.

• As soon as practicable (but in any event within five (5) Business Days) after the achievement of any of the above Earnout Milestones, the Purchaser shall issue the applicable number of Earnout Shares to the Company Shareholders, pro rata (equal to their respective Company Ordinary Shares Ownership Percentage).

• The Parent Common Stock Payment Shares, if the $15 Earnout Target is achieved, the $15 Earnout Shares, and, if the $25 Earnout Target is achieved, the $25 Earnout Shares, and any cash in lieu of any fractional share of Parent Common Stock delivered and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates or Book-Entry Shares.

• The Parent Common Stock Payment Shares, if the $15 Earnout Target is achieved, the $15 Earnout Shares, and, if the $25 Earnout Target is achieved, the $25 Earnout Shares, in each case to be issued in connection with the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

More Definitions of Earnout Shares

Earnout Shares shall have the meaning given in the Merger Agreement.

Earnout Shares means (a) a number of shares of Class A common stock and New Fathom Units, in the aggregate equal to 3,000,000, subject to a $12.50 volume weighted average price vesting threshold as set forth in the Investor Rights Agreement or Fathom Operating Agreement, as applicable, (b) a number of shares of Class A common stock and New Fathom Units, in the aggregate equal to 3,000,000, subject to a $15.00 volume weighted average price vesting threshold as set forth in the Investor Rights Agreement or Fathom Operating Agreement, as applicable, and (c) a number of shares of Class A common stock and New Fathom Units, in the aggregate equal to 3,000,000, subject to a $20.00 volume weighted average price vesting threshold as set forth in the Investor Rights Agreement or Fathom Operating Agreement, as applicable, in each case, to be allocated as set forth on the Allocation Schedule in the BCA.

Earnout Shares shall have the meaning given in the Business Combination Agreement.

Earnout Shares means up to 21,758,148 shares of our common stock issuable pursuant to the Business Combination Agreement to certain Legacy Velo3D equity holders upon the achievement of certain vesting conditions.

Earnout Shares means the shares of Acquiror Common Stock, if any, issued pursuant to Section 3.4.

Earnout Shares means certain rights to common stock after the closing of the Business Combination that Legacy Holders may be entitled to receive pursuant to the Merger Agreement.

Earnout Shares means the 855,000 shares of Common Stock received by JCIC Sponsor as merger consideration that are subject to forfeiture, which amount shall be equal to twenty percent (20%) of the Available Sponsor Shares, as more fully described in the section of this prospectus entitled “Certain Relationships and Related Person Transactions — Certain Relationships and Related Person Transactions – JCIC — Sponsor Agreement.”